Exhibit 3(b)
BY-LAWS
of
XEROX CORPORATION
January 1, 2002
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. Annual Meetings: A meeting of shareholders entitled to vote
shall be held for the election of Directors and the transaction of other
business each year in such month and on such day (except a Saturday, Sunday, or
holiday) as determined by the Board of Directors.
SECTION 2. Special Meetings: Special Meetings of the shareholders
may be called at any time by the Chairman of the Board or the Board of
Directors.
SECTION 3. Place of Meetings: Meetings of shareholders shall be held at the
principal office of the Company or at such other place, within or without the
State of New York, as may be fixed by the Board of Directors.
SECTION 4. Notice of Meetings:
(a) Notice of each meeting of shareholders shall be in writing and shall
state the place, date and hour of the meeting. Notice of a Special Meeting shall
state the purpose or purposes for which it is being called and shall also
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. If, at any meeting, action is proposed to be taken which
would, if taken, entitle shareholders, fulfilling the requirements of Section
623 of the Business Corporation Law to receive payment for their shares, the
notice of such meeting shall include a statement of that purpose and to that
effect.
(b) A copy of the notice of any meeting shall be given, personally or by
mail, not less than ten nor more than sixty days before the date of the meeting,
to each shareholder entitled to vote at such meeting. If mailed, such notice is
given when deposited in the United States mail, with postage thereon prepaid,
directed to the shareholder at his or her address as it appears on the record of
shareholders, or, if he or she shall have filed with the Secretary a written
request that notices to him or her be mailed to some other address, then
directed to him or her at such other address.
(c) Notice of meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him or her.
SECTION 5. Quorum and Adjourned Meetings:
(a) At any Annual or Special Meeting the holders of a majority of the votes
of shares entitled to vote thereat, present in person or by proxy, shall
constitute a quorum for the transaction of any business, provided that when a
specified item of business is required to be voted on by a
class or series, voting as a class, the holders of a majority of the votes of
shares of such class or series shall constitute a quorum for the transaction of
such specified item of business. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders.
(b) Despite the absence of a quorum, the shareholders present may adjourn
the meeting to another time and place, and it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. At the
adjourned meeting any business may be transacted that might have been transacted
on the original date of the meeting. If after the adjournment, however, the
Board of Directors fixes a new record date for the adjourned meeting, a notice
of the adjourned meeting shall be given to each shareholder on the new record
date entitled to notice under Section 4 of this Article I of the By-Laws.
SECTION 6. Nominations and Business at Meetings:
At any annual meeting of shareholders, only persons who are nominated or
business which is proposed in accordance with the procedures set forth in this
Section 6 shall be eligible for election as Directors or considered for action
by shareholders. Nominations of persons for election to the Board of Directors
of the Company may be made or business proposed at a meeting of shareholders (i)
by or at the direction of the Board of Directors or (ii) by any shareholder of
the Company entitled to vote at the meeting who complies with the notice and
other procedures set forth in this Section 6. Such nominations or business
proposals, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Company and such business proposals must, under applicable law, be a
proper matter for shareholder action. To be timely, a shareholder's notice shall
be delivered to or mailed and received at the principal executive offices of the
Company not less than 120 days nor more than 150 days in advance of the date
which is the anniversary of the date the Company's proxy statement was released
to security holders in connection with the previous year's annual meeting;
provided, that, if the Company did not hold such previous year's annual meeting
or if the anniversary date of the current year's annual meeting has been changed
by more than 30 days from the date of the previous year's annual meeting, then
such shareholder's notice shall be so delivered or mailed and received within a
reasonable time before the Company begins to print and mail its proxy statement.
Such shareholder's notice shall set forth (a) as to each person whom such
shareholder proposes to nominate for election or reelection as a Director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected); (b) as to any
other business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the annual
meeting, the reasons for conducting such business at the annual meeting and any
material interest in such business of such person on whose behalf such proposal
is made; and (c) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made, (i) the name
and address of such shareholder, as they appear on the Company's books and (ii)
the class and number of shares of the Company which are beneficially owned by
such shareholder. No person shall be eligible for election as a Director of the
Company and no business shall be conducted at the annual meeting of shareholders
unless nominated or proposed in accordance with the procedures set forth in this
Section 6. The Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination or proposal was not made in accordance
with the provisions of this Section 6 and, if he or she should so determine, he
or she shall so declare to the meeting and the defective nomination or proposal
shall be disregarded.
SECTION 7. Organization: At every meeting of the shareholders, the
Chairman of the Board, or in his or her absence an Executive Vice President
designated by the Chairman of the Board, or in the absence of such officers, a
person selected by the meeting, shall act as chairman of the meeting. The
Secretary or, in his or her absence, an Assistant Secretary shall act as
secretary of the meeting, and in the absence of both the Secretary and an
Assistant Secretary, a person selected by the meeting shall act as secretary of
the meeting.
SECTION 8. Voting:
(a) Whenever any corporate action, other than the election of Directors, is
to be taken by vote of the shareholders, it shall, except as otherwise required
by law or by the Certificate of Incorporation be authorized by a majority of the
votes cast in favor of or against such action at a meeting of shareholders by
the holders of shares entitled to vote thereon. An abstention shall not
constitute a vote cast.
(b) Directors shall, except as otherwise required by law, be elected by a
plurality of the votes cast at a meeting of shareholders by holders of shares
entitled to vote in the election.
SECTION 9. Qualification of Voters:
(a) Every shareholder of record of Common Stock and Series B Convertible
Preferred Stock of the Company shall be entitled at every meeting of such
shareholders to one vote for every share of Common Stock and Series B
Convertible Preferred Stock, respectively, standing in his or her name on the
record of shareholders.
(b) Shares of stock belonging to the Company and shares held by another
domestic or foreign corporation of any type or kind, if a majority of the shares
entitled to vote in the election of directors of such other corporation is held
by the Company, shall not be shares entitled to vote or to be counted in
determining the total number of outstanding shares.
(c) Shares held by an administrator, executor, guardian, conservator,
committee, or other fiduciary, except a trustee, may be voted by him or her,
either in person or by proxy, without transfer of such shares into his or her
name. Shares held by a trustee may be voted by him or her, either in person or
by proxy, only after the shares have been transferred into his or her name as
trustee or into the name of his or her nominee.
(d) Shares standing in the name of another domestic or foreign corporation
of any type or kind may be voted by such officer, agent or proxy as the By-Laws
of such corporation may provide, or in the absence of such provision, as the
Board of Directors of such corporation may provide.
SECTION 10. Proxies:
(a) Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him or her by proxy.
(b) No proxy shall be valid after the expiration of eleven months from the
date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the shareholder executing it, except as otherwise
provided by law.
(c) The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the Secretary or an Assistant
Secretary.
(d) Without limiting the manner in which a shareholder may authorize
another person or persons to act for him or her as proxy pursuant to paragraph
(a) of this Section, the following shall constitute a valid means by which a
shareholder may grant such authority:
(1) A shareholder may execute a writing authorizing another person or
persons to act for him or her as proxy. Execution may be accomplished by
the shareholder or the shareholder's authorized officer, director, employee
or agent signing such writing or causing his or her signature to be affixed
to such writing by any reasonable means including, but not limited to, by
facsimile signature.
(2) A shareholder may authorize another person or persons to act for
the shareholder as proxy by transmitting or authorizing the transmission of
a telegram, cablegram or other means of electronic transmission to the
person who will be the holder of the proxy or to a proxy solicitation firm,
proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission,
provided that such telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information from
which it can be reasonably determined that the telegram, cablegram or other
electronic transmission was authorized by the shareholder. If it is
determined that such telegrams, cablegrams or other electronic
transmissions are valid, the inspectors shall specify the nature of the
information upon which they relied.
(e) Any copy, facsimile telecommunication or other reliable reproduction of
the writing or transmission created pursuant to paragraph (d) of this Section
may be substituted or used in lieu of the original writing or transmission for
any and all purposes for which the original writing or transmission could be
used, provided that such copy, facsimile, telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or
transmission.
SECTION 11. Inspectors of Election:
(a) The Board of Directors, in advance of any shareholders' meeting, shall
appoint one or more inspectors to act at the meeting or any adjournment thereof.
The Board of Directors may designate one or more persons as alternate inspectors
to replace any inspector who fails to act. If no inspector or alternate has been
appointed, or if such persons are unable to act at a meeting of shareholders,
the person presiding at a shareholders' meeting shall appoint one or more
inspectors. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his or her ability.
(b) The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. On request of the person presiding at
the meeting or any shareholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter determined by them
and execute a certificate of any fact found by them. Any report or certificate
made by them shall be prima facie evidence of the facts stated and of the vote
as certified by them.
SECTION 12. List of Shareholders at Meetings: A list of shareholders as of
the record date, certified by the Secretary or by the transfer agent, shall be
produced at any meeting of shareholders upon the request thereat or prior
thereto of any shareholder. If the right to vote at any meeting is
challenged, the inspectors of election, or person presiding thereat shall
require such list of shareholders to be produced as evidence of the right of the
persons challenged to vote at such meeting, and all persons who appear from such
list to be shareholders entitled to vote thereat may vote at such meeting.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Power of Board and Qualification of Directors: The business of
the Company shall be managed under the direction of the Board of Directors, each
of whom shall be at least eighteen years of age.
SECTION 2. Number, Term of Office and Classification:
(a) The Board of Directors shall consist of not less than five nor more
than twenty-one members. The number of Directors shall be determined from time
to time by resolution of a majority of the entire Board of Directors then in
office, provided that no decrease in the number of Directors shall shorten the
term of any incumbent Director. At each Annual Meeting of shareholders Directors
shall be elected to hold office until the next annual meeting.
(b) If and whenever six full quarter-yearly dividends (whether or not
consecutive) payable on the Cumulative Preferred Stock of any series shall be in
arrears, in whole or in part, the number of Directors then constituting the
Board of Directors shall be increased by two and the holders of the Cumulative
Preferred Stock, voting separately as a class, regardless of series, shall be
entitled to elect the two additional Directors at any annual meeting of
shareholders or special meeting held in place thereof, or at a special meeting
of the holders of the Cumulative Preferred Stock called as hereinafter provided.
Whenever all arrears in dividends on the Cumulative Preferred Stock then
outstanding shall have been paid and dividends thereon for the current
quarter-yearly dividend period shall have been paid or declared and set apart
for payment, then the right of the holders of the Cumulative Preferred Stock to
elect such additional two Directors shall cease (but subject always to the same
provisions for the vesting of such voting rights in the case of any similar
future arrearages in dividends), and the terms of office of all persons elected
as Directors by the holders of the Cumulative Preferred Stock shall forthwith
terminate and the number of the Board of Directors shall be reduced accordingly.
At any time after such voting power shall have been so vested in the Cumulative
Preferred Stock, the Secretary of the Company may, and upon the written request
of any holder of the Cumulative Preferred Stock (addressed to the Secretary at
the principal office of the Company) shall, call a special meeting of the
holders of the Cumulative Preferred Stock for the election of the two Directors
to be elected by them as herein provided, such call to be made by notice similar
to that provided in the By-Laws for a special meeting of the shareholders or as
required by law. If any such special meeting required to be called as above
provided shall not be called by the Secretary within twenty days after receipt
of any such request, then any holder of Cumulative Preferred Stock may call such
meeting, upon the notice above provided, and for that purpose shall have access
to the stock books of the Company. The Directors elected at any such special
meeting shall hold office until the next annual meeting of the shareholders or
special meeting held in place thereof. In case any vacancy shall occur among the
Directors elected by the holders of the Cumulative Preferred Stock, a successor
shall be elected to serve until the next annual meeting of the shareholders or
special meeting held in place thereof by the then remaining Director elected by
the holders of the Cumulative Preferred Stock or the successor of such remaining
Director.
(c) All Directors shall have equal voting power.
SECTION 3. Organization: At each meeting of the Board of Directors, the
Chairman of the Board, or in his or her absence, a chairman chosen by a
majority of the Directors present shall preside. The Secretary shall act as
secretary of the Board of Directors. In the event the Secretary shall be absent
from any meeting of the Board of Directors, the meeting shall select its
secretary.
SECTION 4. Resignations: Any Director of the Company may resign at any
time by giving written notice to the Chairman of the Board or to the Secretary
of the Company. Such resignation shall take effect at the time specified therein
or, if no time be specified, then on delivery.
SECTION 5. Vacancies: Newly created directorships resulting from an
increase in the number of Directors and vacancies occurring in the Board of
Directors for any reason except the removal of Directors without cause may be
filled by a vote of a majority of the Directors then in office, although less
than a quorum exists. A Director elected to fill a vacancy shall hold office
until the next annual meeting.
SECTION 6. Place of Meeting: The Board of Directors may hold its meetings
at such place or places within or without the State of New York as the Board of
Directors may from time to time by resolution determine.
SECTION 7. First Meeting: On the day of each annual election of Directors,
the Board of Directors shall meet for the purpose of organization and the
transaction of other business. Notice of such meeting need not be given. Such
first meeting may be held at any other time which shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.
SECTION 8. Regular Meetings: Regular meetings of the Board of Directors
may be held at such times as may be fixed from time to time by resolution of
the Board of Directors without notice.
SECTION 9. Special Meetings: Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, or by any two of the
Directors. Oral, telegraphic or written notice shall be given, sent or mailed
not less than one day before the meeting and shall state, in addition to the
purposes, the date, place and hour of such meeting.
SECTION 10. Waivers of Notice: Notice of a meeting need not be given to any
Director who submits a signed waiver of notice whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him or her.
SECTION 11. Quorum and Manner of Acting:
(a) If the number of Directors is twelve or more, seven Directors shall
constitute a quorum for the transaction of business or any specified item of
business. If the number of Directors is less than twelve, a majority of the
entire Board of Directors shall constitute a quorum.
(b) A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place without notice to any
Director.
SECTION 12. Written Consents: Any action required or permitted to be
taken by the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and the written
consents thereto by the members of the Board or committee shall be filed with
the minutes of the proceedings of the Board or committee.
SECTION 13. Participation At Meetings By Telephone: Any one or more members
of the Board of Directors or any committee thereof may participate in a meeting
of such Board or committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
SECTION 14. Compensation: The Board of Directors shall have authority
to fix the compensation of Directors for services in any capacity.
SECTION 15. Interested Directors:
(a) No contract or other transaction between the Company and one or more of
its Directors, or between the Company and any other corporation, firm,
association or other entity in which one or more of its Directors are directors
or officers, or are financially interested, shall be either void or voidable for
this reason alone or by reason alone that such Director or Directors are present
at the meeting of the Board of Directors, or of a committee thereof, which
approves such contract or transaction, or that his or her or their votes are
counted for such purpose, provided that the parties to the contract or
transaction establish affirmatively that it was fair and reasonable as to the
Company at the time it was approved by the Board, a committee, or the
shareholders.
(b) Any such contract or transaction may not be avoided by the Company
for the reasons set forth in (a) if
(1) the material facts as to such Director's interest in such contract
or transaction and as to any such common directorship, officership or
financial interest are disclosed in good faith or known to the Board or
committee, and the Board or committee approves such contract or transaction
by a vote sufficient for such purpose without counting the vote of such
interested Director or, if the votes of the disinterested Directors are
insufficient for such purpose, by unanimous vote of the disinterested
Directors (although common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board or of a
committee which approves such contract or transactions), or
(2) the material facts as to such Director's interest in such contract
or transaction and as to any such common directorship, officership or
financial interest are disclosed in good faith or known to the shareholders
entitled to vote thereon, and such contract or transaction is approved by
vote of such shareholders.
SECTION 16. Loans to Directors: The Company may not lend money to or
guarantee the obligation of a Director of the Company unless the particular loan
or guarantee is approved by the shareholders, with the holders of a majority of
the shares entitled to vote thereon constituting a quorum, but shares held of
record or beneficially by Directors who are benefited by such loan or guarantee
shall not be entitled to vote or to be included in the determination of a
quorum.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. How Constituted and Powers: There shall be an Executive
Committee, consisting of not less than three nor more than nine Directors,
including the Chairman of the Board elected by a majority of the entire Board of
Directors, who shall serve at the pleasure of the Board. The Chairman of the
Board shall be the Chairman of the Executive Committee. The Executive Committee
shall have all the authority of the Board, except it shall have no authority as
to the following matters:
(a) The submission to shareholders of any action that needs
shareholders' authorization.
(b) The filling of vacancies in the Board or in any committee.
(c) The fixing of compensation of the Directors for serving on the Board
or on any committee.
(d) The amendment or repeal of the By-Laws, or the adoption of new By-
Laws.
(e) The amendment or repeal of any resolution of the Board which, by its
terms, shall not be so amendable or repealable.
(f) The declaration of dividends.
SECTION 2. Meetings: Meetings of the Executive Committee, of which no
notice shall be necessary, shall be held on such days and at such place as shall
be fixed, either by the Chairman of the Board or by a vote of the majority of
the whole Committee.
SECTION 3. Quorum and Manner of Acting: Unless otherwise provided by
resolution of the Board of Directors, a majority of the Executive Committee
shall constitute a quorum for the transaction of business and the act of a
majority of all of the members of the Committee, whether present or not, shall
be the act of the Executive Committee. The members of the Executive Committee
shall act only as a Committee. The procedure of the Committee and its manner of
acting shall be subject at all times to the directions of the Board of
Directors.
SECTION 4. Additional Committees: The Board of Directors by resolution
adopted by a majority of the entire Board may designate from among its members
additional committees, each of which shall consist of one or more Directors and
shall have such authority as provided in the resolution designating the
committee, except such authority shall not exceed the authority conferred on the
Executive Committee by Section 1 of this Article.
SECTION 5. Alternate Members: The Board of Directors may designate one or
more eligible Directors as alternate members of the Executive Committee, or of
any other committee of the Board, who may replace any absent or disqualified
member or members at any meeting of any such committee.
ARTICLE IV
OFFICERS
SECTION 1. Number: The officers of the Company shall be a Chairman of the
Board, one or more Vice Presidents, a Treasurer, a Secretary, a Controller, and
such other officers as the Board of Directors may in its discretion elect. Any
two or more offices may be held by the same person.
SECTION 2. Term of Offices and Qualifications: Those officers whose titles
are specifically mentioned in Section 1 of this Article IV shall be chosen by
the Board of Directors on the day of the Annual Meeting. Unless a shorter term
is provided in the resolution of the Board electing such officer, the term of
office of such officer shall extend to and expire at the meeting of the Board
held on the day of the next Annual Meeting. The Chairman of the Board shall be
chosen from among the Directors.
SECTION 3. Additional Officers: Additional officers other than those whose
titles are specifically mentioned in Section 1 of this Article IV shall be
elected for such period, have such authority and perform such duties, either in
an administrative or subordinate capacity, as the Board of Directors may from
time to time determine.
SECTION 4. Removal of Officers: Any officer may be removed by the Board of
Directors with or without cause, at any time. Removal of an officer without
cause shall be without prejudice to his or her contract rights, if any, but his
or her election as an officer shall not of itself create contract
rights.
SECTION 5. Resignation: Any officer may resign at any time by giving
written notice to the Board of Directors, or to the Chairman of the Board or to
the Secretary. Any such resignation shall take effect at the time specified
therein, or if no time be specified, then upon delivery.
SECTION 6. Vacancies: A vacancy in any office shall be filled by the
Board of Directors.
SECTION 7. Chairman of the Board: The Chairman of the Board shall preside
at all meetings of the shareholders at which he or she is present, unless at
such meetings the shareholders shall appoint a chairman other than the Chairman
of the Board. The Chairman of the Board shall preside at all meetings of the
Directors at which he or she is present. The Chairman of the Board shall also be
the Chairman of the Executive Committee and shall preside at meetings of the
Executive Committee of the Board of Directors. The Chairman shall act as the
Chief Executive Officer of the Company and it shall be his or her duty to
supervise generally the management of the business of the Company with
responsibility direct to the Board and subject to the control of the Board. The
Chairman of the Board shall have such powers and perform such other duties as
may be assigned to him or her by the Board.
SECTION 8. The Vice Presidents: Each Vice President shall have such
powers and shall perform such duties as may be assigned to him or her by the
Board of Directors or the Chairman of the Board.
SECTION 9. The Treasurer: The Treasurer shall, if required by the Board of
Directors, give a bond for the faithful discharge of his or her duties, in such
sum and with such sureties as the Board of Directors shall require. He or she
shall have charge and custody of, and be responsible for, all funds and
securities of the Company, and deposit all such funds in the name of and to the
credit of the Company in such banks, trust companies, or other depositories as
shall be selected by the Board of Directors. The Treasurer may sign certificates
for stock of the Company authorized by the Board of Directors. He or she shall
also perform all other duties customarily incident to the office of Treasurer
and such other duties as from time to time may be assigned to him or her by the
Board of Directors.
SECTION 10. The Controller: The Controller shall keep and maintain the
books of account for internal and external reporting purposes. He or she shall
also perform all other duties customarily incident to the office of Controller
and such other duties as may be assigned to him or her from time to time by the
Board of Directors. If no Controller shall then be serving, or in the absence or
inability to act of the Controller, an Assistant Controller shall perform all of
the duties and exercise all of the powers of the Controller. If there is more
than one Assistant Controller serving at such time, the Chief Executive Officer
of the Company shall select the Assistant Controller to perform such duties and
exercise such powers.
SECTION 11. The Secretary: It shall be the duty of the Secretary to act as
secretary of all meetings of the Board of Directors, and of the shareholders,
and to keep the minutes of all such meetings at which he or she shall so act in
a proper book or books to be provided for that purpose; he or she shall see that
all notices required to be given by the Company are duly given and served; he or
she may sign and execute in the name of the Company certificates for the stock
of the Company, deeds, mortgages, bonds, contracts or other instruments
authorized by the Board of Directors; he or she shall prepare, or cause to be
prepared, for use at meetings of shareholders the list of shareholders as of the
record date referred to in Article I, Section 12 of these By-Laws and shall
certify, or cause the transfer agent to certify, such list; he or she shall keep
a current list of the Company's Directors and officers and their residence
addresses; he or she shall be custodian of the seal of the Company and shall
affix the seal, or cause it to be affixed, to all agreements, documents and
other papers requiring the same. The Secretary
shall have custody of the Minute Book containing the minutes of all meetings of
shareholders, Directors, the Executive Committee, and any other committees which
may keep minutes, and of all other contracts and documents which are not in the
custody of the Treasurer or the Controller of the Company, or in the custody of
some other person authorized by the Board of Directors to have such custody.
SECTION 12. Appointed Officers: The Board of Directors may delegate to
any officer or committee the power to appoint and to remove any subordinate
officer, agent or employee.
SECTION 13. Assignment and Transfer of Stocks, Bonds, and Other Securities:
The Chairman of the Board, the Treasurer, the Secretary, any Assistant
Secretary, any Assistant Treasurer, and each of them, shall have power to
assign, or to endorse for transfer, under the corporate seal, and to deliver,
any stock, bonds, subscription rights, or other securities, or any beneficial
interest therein, held or owned by the Company.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS
SECTION 1. Execution of Contracts: The Board of Directors, except as in
these By-Laws otherwise provided, may authorize any officer or officers, agent,
or agents, in the name of and on behalf of the Company to enter into any
contract or execute and dliver any instrument, and such authority may be general
or confined to specific instances; but, unless so authorized by the Board of
Directors, or expressly authorized by these By-Laws, no officer, agent or
employee shall have any power or authority to bind the Company by any contract
or engagement or to pledge its credit or to render it liable pecuniarily in any
amount for any purpose.
SECTION 2. Loans: No loans shall be contracted on behalf of the Company,
and no negotiable paper shall be issued in its name unless specifically
authorized by the Board of Directors.
SECTION 3. Checks, Drafts, etc.: All checks, drafts, and other orders for
the payment of money out of the funds of the Company, and all notes or other
evidences of indebtedness of the Company, shall be signed on behalf of the
Company in such manner as shall from time to time be determined by resolution of
the Board of Directors.
SECTION 4. Deposits: All funds of the Company not otherwise employed shall
be deposited from time to time to the credit of the Company in such banks, trust
companies or other depositories as the Board of Directors may select.
ARTICLE VI
STOCKS AND DIVIDENDS
SECTION 1. Shares of Stock: Shares of stock of the Company shall be
represented by certificates except to the extent that the Board of Directors of
the Company shall provide by resolution that some or all of any or all classes
and series of the Company's shares shall be uncertificated shares, provided that
such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the Company. Except as otherwise expressly
provided by law, the rights and obligations of holders of uncertificated shares
and the rights and obligations of the holders of certificates representing
shares of the same class and series shall be identical.
SECTION 2. Certificates For Shares. To the extent that shares of stock of
the Company are to be represented by certificates, the certificates therefor
shall be in such form as shall be approved by the Board of Directors.
The certificates of stock shall be numbered in order of their issue, shall be
signed by the Chairman of the Board or a Vice President, and the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer. The signature
of the officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Company itself or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the Company
with the same effect as if he or she were an officer at the date of issue.
SECTION 3. Transfer of Stock: Transfers of stock of the Company shall be
made only on the books of the Company by the holder thereof, or by his or her
duly authorized attorney, on surrender of the certificate or certificates for
stock represented by certificates, properly endorsed, or in the case of shares
of stock not represented by certificates, on delivery to the Company of proper
transfer instructions. Within a reasonable time after the issuance or transfer
of uncertificated stock, the Company shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to the Business Corporation Law of the State of New
York. Every certificate surrendered to the Company shall be marked "Canceled",
with the date of cancellation, and no new certificate shall be issued in
exchange therefor until the old certificate has been surrendered and canceled. A
person in whose name stock of the Company stands on the books of the Company
shall be deemed the owner thereof as regards the Company; provided that,
whenever any transfer of stock shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary of the Company, or to its
transfer agent shall be so expressed in the entry of the transfer. No transfer
of stock shall be valid as against the Company, or its shareholders for any
purpose, until it shall have been entered in the stock records of the Company as
specified in these By-Laws by an entry showing from and to whom transferred.
SECTION 4. Transfer and Registry Agents: The Company may, from time to
time, maintain one or more transfer offices or agencies and/or registry offices
at such place or places as may be determined from time to time by the Board of
Directors; and the Board of Directors may, from time to time, define the duties
of such transfer agents and registrars and make such rules and regulations as it
may deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for stock or uncertificated stock of
the Company.
SECTION 5. Lost, Destroyed and Mutilated Certificates: The holder of any
certificated stock of the Company shall immediately notify the Company of any
loss, destruction or mutilation of the certificate therefor. The Company may
issue a new certificate or uncertificated stock in place of the lost or
destroyed certificate, but as a condition to such issue, the holder of such
certificate must make satisfactory proof of the loss or destruction thereof, and
must give to the Company a bond of indemnity in form and amount and with one or
more sureties satisfactory to the Treasurer, the Secretary or any Assistant
Treasurer or Assistant Secretary. Such bond of indemnity shall also name as
obligee each of the transfer agents and registrars for the stock the certificate
for which has been lost or destroyed.
SECTION 6. Record Dates for Certain Purposes: The Board of Directors of
the Company shall fix a day and hour not more than sixty days preceding the date
of any meeting of shareholders, or the date for payment of any cash or stock
dividend, or the date for the allotment of any rights of subscription, or the
date when any change or conversion or exchange of capital stock shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or entitled to receive any
such allotment of rights of subscription, or entitled to exercise rights in
respect of any such change, conversion or exchange of capital stock, and in such
case, such shareholders and only such shareholders as shall be
shareholders of record on the day and hour so fixed shall be entitled to such
notice of, and to vote at, such meeting or any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights of
subscription, or to exercise rights in connection with such change or conversion
or exchange of capital stock, as the case may be, notwithstanding any transfer
of any stock on the books of the Company after such day and hour fixed as
aforesaid.
SECTION 7. Dividends and Surplus: Subject to the limitations prescribed by
law, the Board of Directors (1) may declare dividends on the stock of the
Company whenever and in such amounts as, in its opinion, the condition of the
affairs of the Company shall render it advisable, (2) may use and apply, in its
discretion, any part or all of the surplus of the Company in purchasing or
acquiring any of the shares of stock of the Company, and (3) may set aside from
time to time out of such surplus or net profits such sum or sums as it in its
absolute discretion, may think proper as a reserve fund to meet contingencies or
for equalizing dividends, or for the purpose of maintaining or increasing the
property or business of the Company, or for any other purpose it may think
conducive to the best interest of the Company.
ARTICLE VII
OFFICES AND BOOKS
SECTION 1. Offices: The Company shall maintain an office at such place in
the County of Monroe, State of New York, as the Board of Directors may
determine. The Board of Directors may from time to time and at any time
establish other offices of the Company or branches of its business at whatever
place or places seem to it expedient.
SECTION 2. Books and Records:
(a) There shall be kept at one or more offices of the Company (1) correct
and complete books and records of account, (2) minutes of the proceedings of the
shareholders, Board of Directors and the Executive Committee, (3) a current list
of the Directors and officers of the Company and their residence addresses, and
(4) a copy of these By-Laws.
(b) The stock records may be kept either at the office of the Company or at
the office of its transfer agent or registrar in the State of New York, if any,
and shall contain the names and addresses of all shareholders, the number and
class of shares held by each and the dates when they respectively became the
owners of record thereof.
ARTICLE VIII
GENERAL
SECTION 1. Seal: The corporate seal shall be in the form of a circle
and shall bear the full name of the Company and the words and figures
"Incorporated 1906, Rochester, N. Y.".
SECTION 2. Indemnification of Directors and Officers: Except to the extent
expressly prohibited by law, the Company shall indemnify any person, made or
threatened to be made, a party in any civil or criminal action or proceeding,
including an action or proceeding by or in the right of the Company to procure a
judgment in its favor or by or in the right of any other corporation of any type
or kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any Director or officer of the Company
served in any capacity at the request of the Company, by reason of the fact that
he or she, his or her testator or intestate is or was a Director or officer of
the Company or serves or served such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, in any capacity,
against judgments, fines, penalties, amounts paid in settlement and reasonable
expenses, including
attorneys' fees, incurred in connection with such action or proceeding, or any
appeal therein, provided that no such indemnification shall be required with
respect to any settlement unless the Company shall have given its prior approval
thereto. Such indemnification shall include the right to be paid advances of any
expenses incurred by such person in connection with such action, suit or
proceeding, consistent with the provisions of applicable law. In addition to the
foregoing, the Company is authorized to extend rights to indemnification and
advancement of expenses to such persons by i) resolution of the shareholders,
ii) resolution of the Directors or iii) an agreement, to the extent not
expressly prohibited by law.
ARTICLE IX
FISCAL YEAR
SECTION 1. Fiscal Year: The fiscal year of the Company shall end on the
31st day of December in each year.
ARTICLE X
AMENDMENTS
SECTION 1. Amendments: By-Laws of the Company may be amended, repealed or
adopted by a majority of the votes of the shares at the time entitled to vote in
the election of any Directors. If, at any meeting of shareholders, action is
proposed to be taken to amend, repeal or adopt By-Laws, the notice of such
meeting shall include a brief statement or summary of the proposed action. The
By-Laws may also be amended, repealed or adopted by the Board of Directors, but
any By-Law adopted by the Board may be amended or repealed by shareholders
entitled to vote thereon as hereinabove provided. If any By-Law regulating an
impending election of Directors is adopted, amended or repealed by the Board of
Directors, there shall be set forth in the notice of the next meeting of
shareholders for the election of Directors the By-Law so adopted, amended or
repealed, together with a concise statement of the changes made.